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AvalonBay (NYSE: AVB) grants director Timothy Naughton 1,082 restricted shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NAUGHTON TIMOTHY J reported acquisition or exercise transactions in this Form 4 filing.

AvalonBay Communities director Timothy J. Naughton received 1,082 shares of restricted common stock as a grant under the company’s 2026 Equity Incentive Plan. The award was granted at no cash cost to him and is subject to vesting requirements.

After this grant, he directly owns 111,560.3617 shares of common stock, including Deferred Stock Units, some of which may also be subject to vesting. Separately, a family trust holds 14,024 shares indirectly through his spouse, and he disclaims beneficial ownership of those trust shares; no transaction occurred in that indirect position.

Positive

  • None.

Negative

  • None.
Insider NAUGHTON TIMOTHY J
Role null
Type Security Shares Price Value
Grant/Award Common Stock, par value $.01 per share 1,082 $0.00 --
holding Common Stock, par value $.01 per share -- -- --
Holdings After Transaction: Common Stock, par value $.01 per share — 111,560.362 shares (Direct, null); Common Stock, par value $.01 per share — 14,024 shares (Indirect, By Family Trust)
Footnotes (1)
  1. Reflects grant of shares of restricted stock under the issuer's 2026 Equity Incentive Plan, which are subject to vesting requirements. The amount of securities owned following the reported transaction reflects direct ownership of all shares of common stock, including Deferred Stock Units, some of which may be subject to vesting requirements. No transaction is reported. Reflects indirect beneficial ownership by spouse through Family Trust and the reporting person disclaims any beneficial ownership in these shares.
Restricted stock grant 1,082 shares Grant of restricted common stock under 2026 Equity Incentive Plan
Direct holdings after grant 111,560.3617 shares Total direct common stock, including Deferred Stock Units, after transaction
Indirect family trust holdings 14,024 shares Indirect beneficial ownership by spouse through Family Trust; no transaction reported
Grant price per share $0.0000 per share Reported transaction price for restricted stock grant
restricted stock financial
"Reflects grant of shares of restricted stock under the issuer's 2026 Equity Incentive Plan, which are subject to vesting requirements."
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
2026 Equity Incentive Plan financial
"Reflects grant of shares of restricted stock under the issuer's 2026 Equity Incentive Plan, which are subject to vesting requirements."
Deferred Stock Units financial
"The amount of securities owned following the reported transaction reflects direct ownership of all shares of common stock, including Deferred Stock Units, some of which may be subject to vesting requirements."
Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.
indirect beneficial ownership financial
"No transaction is reported. Reflects indirect beneficial ownership by spouse through Family Trust and the reporting person disclaims any beneficial ownership in these shares."
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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
NAUGHTON TIMOTHY J

(Last)(First)(Middle)
C/O AVALONBAY COMMUNITIES, INC.
4040 WILSON BOULEVARD STE 1000

(Street)
ARLINGTON VIRGINIA 22203

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
AVALONBAY COMMUNITIES INC [ AVB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock, par value $.01 per share05/28/2026A1,082(1)A$0111,560.3617(2)D
Common Stock, par value $.01 per share14,024(3)IBy Family Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Reflects grant of shares of restricted stock under the issuer's 2026 Equity Incentive Plan, which are subject to vesting requirements.
2. The amount of securities owned following the reported transaction reflects direct ownership of all shares of common stock, including Deferred Stock Units, some of which may be subject to vesting requirements.
3. No transaction is reported. Reflects indirect beneficial ownership by spouse through Family Trust and the reporting person disclaims any beneficial ownership in these shares.
Edward M. Schulman, as attorney-in-fact under Power of Attorney dated January 1, 200006/01/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did AvalonBay Communities (AVB) report for Timothy J. Naughton?

AvalonBay Communities reported that director Timothy J. Naughton received 1,082 shares of restricted common stock as a grant. The award was made at no cash cost and is part of his equity compensation under the 2026 Equity Incentive Plan.

How many AvalonBay (AVB) shares does Timothy J. Naughton now directly own?

Following the reported grant, Timothy J. Naughton directly owns 111,560.3617 shares of AvalonBay common stock. This total includes Deferred Stock Units, and some of these directly owned shares may remain subject to vesting requirements under company equity programs.

Were the AvalonBay (AVB) shares granted to Timothy J. Naughton fully vested?

The 1,082 AvalonBay shares granted to Timothy J. Naughton are restricted stock subject to vesting requirements. This means he must satisfy specified conditions before full ownership, consistent with typical long-term incentive structures for directors and executives.

What is the nature of Timothy J. Naughton’s indirect AvalonBay (AVB) holdings via a family trust?

A family trust associated with Timothy J. Naughton holds 14,024 AvalonBay shares indirectly through his spouse. The filing notes no transaction occurred in this position and states that he disclaims beneficial ownership of these trust-held shares.

Under which plan did AvalonBay (AVB) grant restricted stock to Timothy J. Naughton?

The 1,082 restricted shares granted to Timothy J. Naughton were issued under AvalonBay’s 2026 Equity Incentive Plan. This plan provides stock-based compensation, and the granted shares carry vesting requirements as part of the long-term incentive framework.